MASTER
      SETTLEMENT AGREEMENT

    


    among

    


    SOLAR
      THIN FILMS, INC.

    


    KRAFT
      ELEKTRONIKAI ZRT

    


    ZOLTAN
      KISS

    


    AMELIO
      SOLAR, INC. 

    


    and
      

    


    RENEWABLE
      ENERGY SOLUTIONS, INC. 

    


    dated
      as of August 12, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    MASTER SETTLEMENT
      AGREEMENT

     

    THIS
      MASTER SETTLEMENT,
      dated
      as of August 12, 2008 (the “Agreement”),
      is
      made and entered into by and among SOLAR
      THIN FILMS, INC., a
      Delaware corporation (the “Company”);
      KRAFT
      ELEKTRONIKAI ZRT,
      a
      corporation organized and existing under the laws of Hungary (“Kraft”);
      AMELIO
      SOLAR, INC.,
      a
      Delaware corporation (“Amelio”);
      RENEWABLE ENERGY SOLUTIONS, INC.,
      a
      Delaware corporation (“RESI”);
      and
ZOLTAN
      KISS,
      an
      individual (“Z.
      Kiss”).
      

     

    The
      Company, Kraft, Amelio, RESI and Z. Kiss are hereinafter sometimes individually
      referred to as a “Party”
and
      collectively as the “Parties.”
Except
      as otherwise provided herein, capitalized terms and terms in quotes are defined
      in Article I unless otherwise defined in the text.

     

    INTRODUCTION

     

    This
      Agreement is made and entered into by the Parties with reference to the
      following:

     

    A. Reference
      is made to: (i) a certain Cooperative R&D Contract, dated December 19, 2006
      between RESI and the Company (the “R&D
      Contract”);
      and
      (ii) a certain Marketing and Manufacturing Facility Turn On Function Contract,
      dated January 30, 2007 between RESI and the Company (the “Marketing
      and Turn-On Contract”).

     

    B RESI,
      an
      Affiliate of Z. Kiss, is currently indebted to the Company and/or its
      Subsidiaries for goods and services rendered to or on behalf of RESI in the
      aggregate amount of the “RESI
      Debt.”
      

     

    C. Certain
      issues and disputes have arisen between the Company, RESI and Z. Kiss with
      respect to various matters, involving the respective legal rights and
      obligations of the parties, certain claims in respect of actions take or omitted
      by the Parties and for amounts allegedly owed and certain other matters (all
      of
      the foregoing, collectively, referred to as the “Disputed
      Issues”).

     

    D. 
      The
      Amelio Group has prior to the “Closing
      Date”
      succeeded to the assets and businesses of RESI constituting the “PV
      Technology”
and
      all
      related rights thereto relating to the design, development, manufacture and
      sale
      of PV Equipment and PV Modules, including all “a-Si
      Technology”
and
      “CIGS
      Technology”
as
      such
      terms are defined herein or in the Collateral Documents.

     

    E. The
      Parties hereto desire, pursuant to this Agreement and the “Collateral
      Documents”
to
      (i)
      resolve and release all of the Disputed Claims and any and all other claims
      that
      among the Parties as provided for in the “Mutual
      Releases”,
      (ii)
      arrange for the purchase by the Company or its designee of all of the shares
      of
“Company
      Common Stock”
owned
      by Z. Kiss in the Company pursuant to the “Stock
      Purchase Agreement”,
      and
      (iii) establish an ongoing working relationship between the STF Group and Amelio
      with respect to the future manufacture, sale and distribution of PV Equipment,
      PV Modules, “Turnkey
      PV Module Manufacturing Facilities”
using
      all PV Technology developed or acquired by the STF Group or the Amelio Group,
      pursuant to the “Strategic
      Alliance and Cross License Agreement”.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements hereinafter contained,
      the
      Parties hereto intending to be bound thereby, hereby agree as
      follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    In
      addition to the other terms defined elsewhere in this Agreement, the following
      capitalized terms shall have the meanings specified below.

     

    Affiliate.
      The
      term “Affiliate” shall mean, with respect to any Person, any other Person
      controlling, controlled by or under common control with such Person. The term
      “control” as used in the preceding sentence means the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      or
      policies of such Person, whether through the ownership of voting securities,
      by
      agreement or otherwise.

     

    Amelio
      Group. The
      term
“Amelio Group” shall mean and include Amelio, RESI and Z. Kiss, and any direct
      and indirect Subsidiaries or Affiliates of such Persons, whether now existing
      or
      hereafter formed or acquired.

     

    Amelio
      Group Releases. The
      term
“Amelio Group Releases” shall mean the general release(s) to be executed and
      delivered on the Closing Date by each member of the Amelio Group to the STF
      Group, in the form of Exhibit
      II
      annexed
      hereto and made a part hereof.

     

    Amelio
      Undertaking.
      The
      term “Amelio Undertaking” has the meaning set forth in Section
      3.4(b).

     

    Business
      Day.
      The term
“Business Day”
      shall
      mean
      any day
      on which the banks in New York City, New York, are open for business (excluding
      Saturday, Sunday and federal holidays).

     

    CG
      Solar. The
      term
“CG Solar” shall mean CG Solar, formerly known as Weihai Blue Star Terra
      Photovoltaic Company, a corporation organized under the laws of the People’s
      Republic of China. 

     

    CG
      Solar Contract. The
      term
“CG Solar Contract” shall mean the agreement dated ____________ among RESI, the
      Company and CG Solar, pursuant to which RESI and the Company (through its Kraft
      Subsidiary) have been engaged as contractors to manufacture and install a
      TurnKey PV Module Manufacturing Facility in WeHai Shangdong, China for CG Solar
      or its Affiliate(s).

     

    CG
      Solar Resolution. The
      term
“CG Solar Resolution” means satisfactory resolution of any open contractual
      issues between or among CG Solar and any of the Parties hereto.

     

    Closing. The
      term
“Closing” shall mean the date of delivery of this Agreement and the Collateral
      Documents and the consummation of the transactions specified in Article
      III.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Closing
      Date.  The
      term
“Closing Date” shall mean the date of Closing; provided, that without the prior
      written consent of the Amelio Group, the Closing Date shall not occur later
      than
      the Outside Closing Date.

     

    Collateral
      Documents.
      The
      term
“Collateral Documents” means the collective reference to the Mutual Releases,
      the Stock Purchase Agreement and the Strategic Alliance and Cross License
      Agreement.

     

    Common
      Stock. The
      term
“Common Stock” shall mean the shares of common stock, $0.01 par value per share
      of the Company.

     

    Contemplated
      Transaction.
      The term
“Contemplated Transaction” shall mean all of the transactions contemplated by
      this Agreement, including the execution, delivery, and performance of the
      Collateral Documents and any exhibits thereto, and any other documents delivered
      pursuant hereto and thereto.

     

    Existing
      Agreements. 
      The term
“Existing Agreements” shall mean the collective reference to the Existing RESI
      Agreements and the Kiss Consulting Agreement.

     

    Existing
      RESI Agreements. The
      term
“Existing RESI Agreements” shall mean the collective reference to the R&D
      Contract and the Marketing and Turn-On Contract referred in Paragraph A of
      the
      INTRODUCTION to this Agreement, and any modifications or amendments
      thereto.

     

    Financing. 
      The term
“Financing” shall mean the public or private sale of $10,000,000 or more of
      units of securities (the “Units”)
      consisting of shares of Company Common Stock and/or warrants to purchase Company
      Common Stock, but which Financing shall include (i) the sale of all or a portion
      of the 18,000,000 Subject Shares for the account of the Sellers, and (ii) the
      sale of additional shares of Common Stock for the account of the Company;
provided,
      that:
      

     

    (a) the
      sale
      and issuance by the Company of its Common Stock or other securities convertible
      into or exercisable for shares of Company Common Stock shall be at a price
      per
      share or conversion or exercise price per share of $3.30 or more;
      and

     

    (b) such
      Financing shall contemplate the purchase by the Company and/or one or more
      Persons designated by the Company (including public investors) of an aggregate
      of 18,000,000 shares of Company Common Stock from Z. Kiss, Joseph Gregory Kiss
      and Marla Gabriella Kiss pursuant to the Stock Purchase Agreement.

     

    Governmental
      Entity.
      The
      term
“Governmental
      Entity”
      shall
      mean any (a) nation, state, county, city, town, village, district, or other
      jurisdiction of any nature; (b)federal, state, local, municipal, foreign, or
      other government; (c) governmental or quasi-governmental authority of any nature
      (including any governmental agency, branch, department, official, or entity
      and
      any court or other tribunal); (d) multi-national organization or body; or (e)
      body exercising, or entitled to exercise, any administrative, executive,
      judicial, legislative, police, regulatory, or taxing authority or power of
      any
      nature.

     

    
      
        
        

      

      
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    Kiss
      Consulting Agreement.  The
      term
“Kiss Consulting Agreement” shall mean that certain consulting agreement, dated
      __________ between the Company and Z. Kiss and any modifications or amendments
      thereto.

     

    Mutual
      Releases. The
      term
“Mutual Releases” means the comprehensive releases to be executed by the Parties
      at the Closing, including the Amelio
      Group Releases
      in the
      form attached as Exhibit
      II
      to this
      Agreement and the STF
      Group Releases
      in the
      form attached as Exhibit
      III
      to this
      Agreement.

     

    Outside
      Closing Date. The
      term
“Outside Closing Date” shall mean 5:00 p.m. (Eastern Standard Time) on November
      30, 2008 provided,
      however,
      that
      (i) such Outside Closing Date may be extended by mutual agreement of the Company
      and the Sellers’ Agent (as defined in the Stock Purchase Agreement), and (ii) if
      the Company’s registration statement on Form S-1 has not been declared effective
      by the Securities and Exchange Commission by the above November 30, 2008 Outside
      Closing Date, if the Sellers’ Agent shall receive reasonable assurances from
      Maxim Group LLC or other investment banking firm underwriting securities on
      behalf of the Company and the Sellers in the “Financing”,
      as
      defined and described in the Stock Purchase Agreement, that in their judgment
      such Financing will be consummated, the Sellers’ Agent shall
      extend
      the Outside Closing Date to January 31, 2009.

     

    Person . The
      term
“Person” shall mean any individual, partnership, joint venture, firm,
      corporation, association, limited liability company, trust or other enterprise
      or any governmental or political subdivision or any agency, department or
      instrumentality thereof.

     

    PV. The
      term
“PV” shall mean photovoltaic.

     

    PV
      Equipment. The
      term
“PV Equipment” shall mean a-Si Equipment, CIGS Equipment and all other items of
      machinery, equipment, parts, components and Software deploying PV Technologies
      that are used or useful to manufacture and produce equipment to enable an owner
      or operator of such equipment to manufacture or produce PV Modules.

     

    PV
      Modules. The
      term
“PV Modules” shall mean PV cells or modules, whether based on a-Si Technology,
      CIGS Technology or other PV Technologies.

     

    PV
      Technologies. The
      term
“PV Technologies” shall mean the collective reference to (i) a-Si Technology,
      (ii) CIGS Technology, (iii) microcrystalline a-Si Technology, or (iv) any other
      development, improvements, additions or technologies now or hereafter developed
      that are used as a coating or other material to deposit the active layer on
      PV
      Modules or in PV Equipment.

     

    Qualified
      Financing.
      The
      term
“Qualified Financing” has the meaning set forth in Section 3.5.

     

    RESI
      Debt.
      The
      term “RESI Debt” means the net amount of indebtedness, net of fees payable under
      the Existing Agreements to the Closing Date, and not to exceed $1,331,863 owed
      by RESI to the Company or its Affiliates as of the Closing Date.

     

    RESI
      Debt Settlement Deliverables.
      The
      term
“RESI Debt Settlement Deliverables” means the documents specified in
Section
      3.5
      to be
      delivered by Z.Kiss and RESI at the Closing.

     

    
      
        
        

      

      
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    Stock
      Purchase Agreement.
      The
      term
“Stock Purchase Agreement” means that certain stock purchase agreement among the
      Company, Z. Kiss, Gregory Joseph Kiss, Marla Gabriella Kiss and Steven H. Gifis,
      as Sellers’ Agent, in the form attached as Exhibit
      I
      hereto.

     

    Strategic
      Alliance and Cross License Agreement.
      The
      term
“Strategic Alliance and Cross License Agreement” is attached hereto as
Exhibit
      IV
      and has
      the meaning therein. 

     

    STF
      Group. The
      term
“STF Group” shall mean and include the Company, together with its wholly-owned
      Subsidiaries, Kraft and Superior Ventures Corp. and its majority-owned
      Subsidiary, Solar Thin Power, Inc., and any future direct and indirect
      Subsidiaries or Affiliates of the Company.

     

    STF
      Group Releases. The
      term
“STF Group Releases” shall mean the general release(s) to be executed and
      delivered on the Closing Date by the STF Group to each member of the Amelio
      Group and their respective officers, directors and stockholders, in the form
      of
Exhibit
      III
      annexed
      hereto and made a part hereof, 

     

    Subsidiary. The
      term
“Subsidiary” shall mean any Person of which a majority of the outstanding voting
      securities or other voting equity interests are owned, directly or indirectly,
      by any other Person.

     

    Turnkey
      PV Module Manufacturing Facilities.
      The term
“Turnkey PV Module Manufacturing Facilities” shall mean the collective reference
      to all PV Equipment and related components and software that are installed
      in
      any facility owned and operated by any Person to enable such Person to produce
      PV Modules in all PV Technologies.

     

    ARTICLE
      II


     

    REPRESENTATIONS
      AND WARRANTIES OF THE PARTIES

     

    Except
      as
      set forth on a referenced “Schedule” to this ARTICLE II, each of the Parties
      hereby represents and warrants to the other Parties as follows:

     

    2.1. Organization
      and Good Standing.
      If such
      Party is an entity, it is duly organized, validly existing and in good standing
      under the laws of the state of its organization, has all requisite power and
      authority to own, lease and operate its properties and to carry on its business
      as now conducted, is duly qualified or authorized to do business as a foreign
      corporation and is in good standing under the laws of each jurisdiction in
      which
      it owns or leases real property and each other jurisdiction in which the conduct
      of its business or the ownership of its properties requires such qualification
      or authorization, except where the failure to be so qualified, authorized or
      in
      good standing does not have and would not reasonably be expected to have
      material adverse effect on such Party.

     

    
      
        
        

      

      
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    2.2. Authorization
      of Agreement.
      Such
      Party has all requisite power and authority (i) to enter into and deliver this
      Agreement and the Collateral Documents and other documents provided for herein
      to which it is a party and to carry out the transactions contemplated hereby
      and
      by each other agreement, document, or instrument or certificate contemplated
      by
      this Agreement, (ii) to enter into and deliver all documents required or
      necessary to be executed by it in connection with the consummation of the
      transactions contemplated by this Agreement (collectively the “Documents”),
      and
      (iii) to consummate the contemplated transactions. This Agreement has been
      and
      the Documents will be when delivered duly and validly executed and delivered
      hereunder and (assuming the due authorization, execution and delivery by the
      other parties hereto and thereto) this Agreement constitutes and the Documents
      will constitute when delivered the legal, valid and binding obligations of
      such
      Party, enforceable against it in accordance with their terms, subject to
      applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
      affecting creditors’ rights and remedies generally, and subject, as to
      enforceability, to general principles of equity, including principles of
      commercial reasonableness, good faith and fair dealing (regardless of whether
      enforcement is sought in a proceeding at law or in equity).

     

    2.3. No
      Conflict. Except
      as
      set forth on Schedule
      2.3 hereto,
      neither of the execution and delivery by the Party of this Agreement and of
      the
      Documents, nor the compliance by such Party with any of the provisions hereof
      or
      thereof will (i) conflict with, or result in the breach of, any provision of
      the
      governing documents of such Party , (ii) conflict with, violate, result in
      the
      breach of, or constitute (with or without due notice, lapse of time or both)
      a
      default under, result in the acceleration of, create in any Person the rights
      to
      accelerate, terminate, modify or cancel, or require any notice, consent or
      waiver under, any note, bond, mortgage, indenture, license, agreement or other
      obligation to which such Party is a party or by which such Party or any of
      its
      properties or assets are bound or (iii) violate any statute, rule, regulation,
      order or decree of any government agency by which such Party is bound, except,
      in the case of clauses (ii) and (iii), for such violations, breaches or defaults
      as would not, individually or in the aggregate, have a material adverse effect
      on such Party.

     

    2.4. Except
      as
      set forth in Schedule
      2.4,
      no
      consent, waiver, approval, order, permit or authorization of, or declaration
      or
      filing with, or notification to, any Person or government agency is required
      on
      the part of such Party in connection with the execution and delivery of this
      Agreement or the Documents or the compliance by such Party with any of the
      provisions hereof or thereof.

     

    2.5. Litigation.
      Except
      as would not reasonably be expected to have a materially adverse effect on
      the
      ability of a Party to close hereunder or as set forth on Schedule
      2.5
      hereto,
      (a) there is no proceeding now in progress or pending or, to the knowledge
      of
      the Party, threatened against the Party or any Affiliate or the assets or the
      business of the Party and (b) such Party is not subject to any order, writ,
      injunction or decree of any court or other government agency. 

     

    2.6. Compliance
      with Laws; Permits.
      Except
      as provided on Schedule
      2.6 hereto,
      each Party (a) has complied in all respects with all federal, state, and local
      laws, rules, ordinances, codes, consents, authorizations, registrations,
      regulations, decrees, directives, judgments and orders applicable to it and
      its
      business other than where noncompliance would not, individually or in the
      aggregate, reasonably be expected to have a material adverse effect and (b)
      has
      all federal, state, and local governmental permits necessary in the conduct
      of
      its business as currently conducted and to own and use its assets in the manner
      in which such assets are currently owned and used other than where the failure
      to possess such permits would not, individually or in the aggregate, reasonably
      be expected to have a material adverse effect, such permits are in full force
      and effect, and no violations have been recorded in respect of any such permit,
      and no proceeding is pending or, to the best knowledge of the Party, threatened
      to revoke or limit any such permit. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    2.7. Brokers.
      No
      Party nor any of their respective directors, officers, employees or
      representatives has employed any broker or finder in connection with the
      contemplated transactions.

     

    ARTICLE
      III

     

    
      COVENANTS,
        CONDITIONS AND CLOSING

    

     

    3.1. Consents
      and Approvals.
      Each
      Party hereby covenants and agrees to use its commercially reasonable efforts
      to
      fulfill its obligations hereunder and under the Collateral Documents. In
      addition, the Parties to this Agreement agree to refrain, directly or indirectly
      from utilizing any information, materials, or equipment of any kind, or type
      in
      any way or nature other than as contemplated hereunder. Further, neither Party
      will circumvent the intent or spirit of this agreement or a Party by attempting
      to take advantage of materials, equipment, or research and development performed
      by the other Party. Each of the Parties recognize that the provisions of this
      Section
      3.1
      and
Section
      3.2
      below
      are an essential and material part of this Agreement and the Collateral
      Documents.

     

    3.2. Conditions
      to Closing.
      The
      obligations of the Parties to consummate the transaction contemplated by this
      Agreement are subject to the satisfaction of each of the following conditions
      on
      or before the Closing Date:

     

    (a) Representations
      and Warranties. The
      representations and warranties of the Parties contained in this Agreement shall
      have been true and correct in all material respects on the date of this
      Agreement and shall be true and correct in all material respects at and as
      of
      the Closing Date as though made as of the Closing Date, except to the extent
      that such representations and warranties shall have been updated to the Closing
      Date without material change, or are qualified by the term “material,” or
      contain a term such as “Material Adverse Change,” in which case such
      representations and warranties (as so written) shall be true and correct in
      all
      respects on the date of this Agreement and as of the Closing Date; 

     

    (b) Covenants. The
      Parties shall have duly performed and complied in all material respects with
      all
      covenants and obligations required by this Agreement to be performed or complied
      with by the Parties on or prior to the Closing, except to the extent that such
      covenants are qualified by the term “material,” or contain a term such as
“Material Adverse Change,” in which case such covenants (as so written) shall be
      true and correct in all respects on or prior to the Closing Date;

     

    (c)
       Absence
      of Litigation.
      No
      action or proceeding shall be pending by or before any court or other
      Governmental Entity seeking to restrain, prohibit or invalidate the Contemplated
      Transactions;

     

    (d) Additional
      Agreements/Documents.
      Execution and delivery of the Stock Purchase Agreement, Amelio Group Release,
      STF Group Release, and the Strategic Alliance and Cross License Agreement,
      all
      in the form attached hereto as Exhibits
      I, II, III, and IV;
      

     

    
      
        
        

      

      
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    (e) Non-Competition
      and Non-Solicitation Agreement.
       Execution and delivery of a non-competition and non-solicitation agreement
      between Amelio, Z. Kiss and RESI (“Non-Competition
      and Non-Solicitation Agreement”)
      containing non-competition and non-solicitation covenants and agreements of
      RESI
      and Z. Kiss; which Non-Competition and Non-Solicitation Agreement shall
      expressly name STF as a third party beneficiary to such non-competition and
      non-solicitation covenants and agreements, and shall (as to such provisions)
      be
      in form and content acceptable to STF in the exercise of its sole
      discretion.

     

    (f) Financing. Consummation
      of the Financing by the Company; and 

     

    (g)
       General.
      All
      actions to be taken by the Parties in connection with consummation of the
      transactions contemplated hereby and all other documents required to effect
      the
      transactions contemplated hereby will be reasonably satisfactory in form and
      substance to the Parties.

     

    3.3. Closing.
      As
      a part
      of a simultaneous Closing, on the Closing Date the Parties shall execute and
      exchange the following Collateral Documents:

     

    (a) Amelio.
      Amelio
      shall deliver fully executed copies of the Collateral Documents to which it
      is a
      party, including:

     

    (i) Amelio
      Group Releases; and

     

    (ii) Strategic
      Alliance and Cross License Agreement.

     

    (b) STF
      Group.
      The
      applicable members of the STF Group shall deliver fully executed copies of
      the
      Collateral Documents to which they are a party, including.

     

    (i) STF
      Group
      Releases; 

     

    (ii) Stock
      Purchase Agreement; and

     

    (iii) Strategic
      Alliance and Cross License Agreement.

     

    (c) Z.
      Kiss and RESI.
      Z. Kiss
      and RESI shall deliver fully executed copies of the following Collateral
      Documents to which they are a party:

     

    (i) Amelio
      Group Releases; 

     

    (ii) Stock
      Purchase Agreement; and

     

    (iii) RESI
      Debt
      Settlement Deliverables.

     

    3.4. RESI
      Debt Settlement Payment and Deliverables.
      The
      Parties hereto acknowledge that as at the date of this Agreement, RESI is
      currently indebted to the Company or its Subsidiary in the amount of $1,331,863
      in respect to the RESI Debt. On the Closing Date, the RESI Debt shall be settled
      and paid, as follows: 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (a) Z.
      Kiss
      shall pay to the Company (out of the proceeds received by him from the sale
      of
      his 10,000,000 Subject Shares under the Stock Purchase Agreement) the aggregate
      sum of $434,315 and, to the extent not previously paid, an additional amount
      equal to the “RESI Debt Balance” described in Section
      3.4(c)
      below
      (the “Settlement
      Payment”);
      

     

    (b) Z.
      Kiss
      shall cause RESI to transfer to the Company an aggregate number of shares of
      CG
      Solar, formerly known as Weihai Blue Star Terra Photovoltaic Company, a
      corporation organized under the laws of the People’s Republic of China
      (“CG
      Solar”)
      representing five (5%) of the issued and outstanding capital shares of CG Solar,
      and having an agreed upon value of $500,000 (the “Transferred
      CG Solar Equity”);
      and

     

    (c) If
      not
      paid prior to the Closing Date, the remaining $397,548 (the “RESI
      Debt Balance”)
      shall
      be paid to the Company on the earliest
      to occur
      of: (i) on the Closing Date as an additional deduction from the proceeds
      otherwise payable to Z. Kiss as the purchase price under the Stock Purchase
      Agreement from the sale of his 10,000,000 shares of Common Stock of the Company;
      (ii) out of the net proceeds of a financing by Amelio (the “Amelio
      Financing”);
      provided,
      that
      such Amelio Financing shall be not less than $10,000,000; or (iii) January
      31,
      2009. To the extent that the RESI Debt Balance shall be paid on the Closing
      Date
      pursuant to Section
      3.4(c)(i)
      above,
      then Amelio shall issue to Z. Kiss its promissory note due and payable on the
      earlier to occur consummation of the Amelio Financing or one year from the
      Closing Date. Amelio hereby agrees to guaranty payment of the RESI Debt Balance
      to the Company. 

     

    3.5. Termination
      of Existing Agreements.
      As at
      the Closing Date, all of the Existing Agreements, including, without limitation,
      the R&D Contract and the Marketing and Turn-On Contract are hereby
      terminated and rendered null and void. Except as expressly provided in the
      Strategic Alliance and Cross License Agreement, no Party to any of the Existing
      Agreements shall have any further rights or obligations thereunder from and
      after the Closing Date, and all financial obligations, if any, of any of the
      Parties to the Existing Agreements shall be deemed fully paid and
      extinguished.

     

    3.6. Termination
      of All Disputed Issues. On
      the
      Closing Date, all Disputed Issues among any or all of the Parties hereto or
      their Affiliates shall be deemed to be fully resolved and settled.

     

    3.7. Simultaneous
      Closings. Consummation
      of the transactions contemplated by this Agreement shall occur simultaneous
      with, and is subject to and conditioned upon, the consummation of the
      transactions contemplated by the Stock Purchase Agreement and the execution
      and
      delivery of all of the Exhibits to this Agreement.

     

    ARTICLE
      IV

     

    ADDITIONAL
      AGREEMENTS OF THE PARTIES

     

    4.1. Limited
      Scope of Collateral Agreements. Subject
      at all times to the continued compliance by RESI and Z. Kiss of their
      obligations under the restrictive covenants set forth in Section
      3.2
      of this
      Agreement, it is expressly understood and agreed among all Parties hereto that,
      each of the Amelio Group and the STF Group may individually (a) engage, directly
      or with third Persons, in the development, design and exploitation of a-Si
      Technology, microcrystalline a-SI Technology or any development, improvements,
      additions or technologies now or hereafter developed (other than CIGS
      Technology) that are used as a coating or other material to deposit the active
      layer on PV Modules or in PV Equipment; and (b) manufacture, sell, distribute
      or
      otherwise deal in PV Equipment, PV Modules, Turnkey PV Module Manufacturing
      Facilities or power plants or projects, that use any PV Technologies, other
      than
      CIGS Technology, without regard to this Agreement or any obligation to any
      other
      Party or Parties to this Agreement. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    4.2. Competition. Except
      only to the extent expressly provided in Section
      3.2
      of this
      Agreement and in the Collateral Documents, it is expressly understood and agreed
      that each of the Amelio Group and the STF Group are free to engage in activities
      that may or shall compete with the other throughout the world. 

     

    ARTICLE
      V

    MISCELLANEOUS

     

    5.1. Expenses.
      Whether
      or not the transactions contemplated hereby are consummated, each Party shall
      bear its own costs and expenses incurred in connection with this Agreement
      and
      the transactions contemplated hereby

     

    5.2. Construction
      of this Agreement.
      All of
      the Parties to this Agreement have participated jointly in the negotiation
      and
      drafting of this Agreement. In the event any ambiguity or question of
      interpretation arises, this Agreement and the other documents and instruments
      executed in connection with this Agreement shall be construed as if drafted
      jointly, and no presumption or burden of proof shall arise favoring or
      disfavoring any Party by virtue of the authorship of any provision of this
      Agreement or such other documents and instruments. Any item disclosed on a
      disclosure schedule to this Agreement shall be deemed disclosed for and
      incorporated into all other disclosure schedules to which such item is
      applicable. The term “including” in this Agreement shall mean “including without
      limitation”. All references to immediately available funds or dollar amounts
      contained in this Agreement shall mean United States dollars. The headings
      contained in this Agreement are for reference purposes only and shall not affect
      in any way the meaning or interpretation of this Agreement. References to
“schedules” or “sections” herein shall be deemed to refer to the applicable
      disclosure schedule or section of this Agreement.

     

    5.3. Successors
      and Assigns. 
      This
      Agreement shall inure to the benefit of, and be binding upon and enforceable
      against, the successors and permitted assigns of the respective Parties hereto.
      

     

    5.4. Amendments.
      No
      amendment to or modification of this Agreement shall be effective unless it
      shall be in writing and signed by Amelio, acting on behalf of all of the members
      of the Amelio Group, and by the Company, acting on behalf of all members of
      the
      STF Group.

     

    5.5. Notices.
      All
      notices and other communications given under this Agreement shall be in writing
      and shall be deemed duly given (a) on the date of delivery, if delivered
      personally, (b) on the date of transmission, if sent via facsimile transmission
      to the facsimile number given below, and telephonic or written confirmation
      of
      receipt is obtained promptly after completion of transmission, (c) the Business
      Day after the date of delivery to a reputable and recognized next-day express
      courier service, or (d) three Business Days after (or, in the case of a notice
      or communication sent overseas, ten Business Days after) being mailed by
      registered or certified mail (return receipt requested), postage prepaid, to
      the
      Parties at the following addresses (or at such other address for a party as
      shall be specified by like notice):

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    
      	
              If
                to the STF Group, to:

            	
              Solar
                Thin Films, Inc.

            
	 	
              505
                Grove Street

            
	 	
              Haddonfield,
                New Jersey 08033

            
	 	
              Attn:
                Peter Lewis, Chief Executive Officer

            
	 	
              Tel:
                (856) 673-1749

            
	 	
              Fax:
                (609) 434-0602

            
	 	
              Email:
                plewis@solarthinfilms.com

            
	 	 
	
              with
                a required copy to:

            	
              Hodgson
                Russ LLP

            
	 	
              1540
                Broadway

            
	 	
              New
                York, New York 10036

            
	 	
              Attention:
                Stephen A. Weiss, Esq.

            
	 	
              Tel:
                (212) 751-4300

            
	 	
              Facsimile:
                (212) 751-0928

            
	 	
              email:
                sweiss@hodgsonruss.com

            
	 	 
	
              If
                to Amelio Group, to:

            	 
	 	
              Amelio
                Solar, Inc.

            
	 	
              200
                Ludlow Drive, Suite C

            
	 	
              Ewing,
                NJ 08638

            
	 	
              Attention:
                Bruce Bower, CEO

            
	 	
              Tel:
                609-434-0600

            
	 	
              Facsimile:609-434-0602

            
	 	
              email:
                bdbower@yahoo.com

            
	 	 
	
              with
                a required copy to:

            	
              Day
                Pitney LLP

            
	 	
              7
                Times Square Tower

            
	 	
              New
                York, New York 10036

            
	 	
              Attention:
                Sabino (Rod) Rodriguez III

            
	 	
              Tel:
                (212) 297-2454

            
	 	
              Facsimile:
                (718) 764-4356

            
	 	
              email:
                srodriguez@daypitney.com

            


    

    


    Such
      addresses may be changed, from time to time by means of a notice given in the
      manner provided in this Section (provided that no such notice shall be effective
      until it is received by the other Parties hereto).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    5.6. Consent
      to Jurisdiction.
      Each of
      Parties do hereby irrevocably submits to the exclusive jurisdiction of (a)
      the
      Supreme Court of the State of New York sitting in New York County, and (b)
      the
      United States District Court for the Southern District of New York, for the
      purposes of any suit, action or other proceeding arising out of this Agreement
      and the Collateral Documents or any transaction contemplated hereby or thereby,
      except in each case with respect to any matters related to title or possession
      of real property, and any other matters that are justiciable only under the
      jurisdiction of another court. Each of the Parties irrevocably consent to
      service of process out of such courts in any action or proceeding by the mailing
      of copies thereof by registered or certified mail, postage prepaid, or by
      recognized overnight courier or delivery service, to the Parties at their
      respective addresses set forth herein. Each of the Parties irrevocably waives
      any objection which it may now or hereafter have to the laying of venue of
      any
      of the aforesaid actions or proceedings arising out of or in connection with
      this Agreement brought in the courts referred to above and hereby further
      irrevocably waives and agrees, to the full extent permitted by Applicable Law,
      not to plead or claim in any such court that any such action or proceeding
      brought in any such court has been brought in any inconvenient
      forum.

     

    5.7. Dispute
      Resolution Procedure. 

     

    (a) General.
      The
      parties desire to resolve disputes arising out of this Agreement without
      litigation. Accordingly, the parties agree to use the dispute resolution
      procedures set forth in this Section
      5.7
      (the
“Dispute
      Resolution Procedures”)
      as
      their sole means of adjudication with respect to any controversy or claim
      arising out of or relating to this Agreement or its breach, unless otherwise
      specified herein. 

     

    (b) Dispute
      Notice.
      At the
      written request of any Party (a “Dispute
      Notice”),
      the
      Parties to the dispute will, within seven Business Days of the Dispute Notice,
      appoint knowledgeable, responsible representatives of the Parties to the
      dispute, to meet and negotiate in good faith to resolve any dispute arising
      under this Agreement. The Parties intend that these negotiations be conducted
      by
      business representatives, including at least one senior executive of each Party
      to the dispute. The representatives shall meet and confer, in person, not later
      than such seventh Business Day after the date of the Dispute Notice. The
      location, format, frequency, duration and conclusion of these discussions shall
      be left to the discretion of the representatives; provided that, the duration
      shall not exceed 30 days from the date of the Dispute Notice (an “Action
      Date”)
      unless
      extended by mutual written agreement of the parties setting forth a new Action
      Date. The Dispute Notice and any extension shall specify the Action Date. The
      Dispute Notice shall set forth the nature of the dispute, in reasonable detail.
      Discussion and correspondence among the representatives for purposes of these
      negotiations shall be treated as confidential information developed for purposes
      of settlement, exempt from discovery and production, and shall not be admissible
      in the mediation or arbitration described below. Documents identified in or
      provided with such communications, which are not prepared for purposes of the
      negotiations, are not so exempted and may, if otherwise admissible, be admitted
      in evidence in the arbitration. If the Parties are unable to resolve any
      disputes arising under or relating to this Agreement (each a “Dispute”)
      using
      the process described in this Section
      5.7(b)
      within
      the time period provided, including without limitation disputes regarding a
      breach or default under this Agreement, the Parties shall mediate such dispute
      pursuant to the mediation provisions set forth in Section
      5.7(c).
      

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (c)
      Mediation.
      Within
      20 days of the Action Date, the Parties shall select a mediator for non-binding
      mediation. If the parties are unable to mutually agree on a mediator, each
      Party
      shall select a mediator and those selected mediators shall intern select the
      single mediator to mediate over the disputes referenced in the Dispute Notice.
      The mediation shall continue for no more than 30 days from the selection of
      the
      mediator, unless the Parties mutually agree to extend the mediation for an
      additional fixed period of time. If the Parties are unable to resolve any
      Disputes using the process described in this Section
      5.7(b)
      within
      the time period provided, including without limitation disputes regarding a
      breach or default under this Agreement, the Parties shall arbitrate such dispute
      pursuant to the arbitration provisions set forth in Section
      5.7(d).
      

     

    (d) Arbitration.
      Any
      Dispute that has not been resolved within the time period provided for in
Section
      5.7(c)
      shall be
      resolved by a single arbitrator in binding arbitration. The Dispute Notice
      shall
      automatically serve as a written notice of a request to submit the Dispute
      for
      arbitration if there has not been a resolution of the Dispute by the Mediation
      Action Date, and the Parties agree to submit the Dispute to a single arbitrator
      who shall be appointed within 30 days after the expiration of the Mediation
      Action Date (the “Submission Period”). During the Submission Period, the Parties
      shall appoint the arbitrator in accordance with the Commercial Arbitration
      Rules
      (then in effect) of the American Arbitration Authority (“AAA”),
      as
      modified below. No punitive damages (or any other amount awarded for the purpose
      of imposing a penalty) will be awarded for a breach of this
      Agreement.

     

    (i) During
      the Submission Period, the Parties may submit a request for discovery to the
      arbitrator, who shall determine whether the scope of the requested discovery
      is
      appropriate or useful for the resolution of the Dispute and order the discovery
      in their discretion; provided that such discovery process shall be concluded
      not
      later than 30 days following the Submission Period (the “Discovery
      Close Date”).
      

     

    (ii) The
      arbitration hearing shall be fixed by the arbitrator to be not sooner than
      20
      days nor later than 45 days after the Discovery Close Date (the “Hearing
      Date”).
      The
      hearing shall be located at a neutral site as mutually agreed by the Parties,
      or
      if the Parties cannot so agree, then the location of the arbitration shall
      be
      held in New York City, New York. The Federal Rules of Evidence shall apply
      to
      the arbitration hearing. The Party bringing a particular claim or asserting
      an
      affirmative defense will have the burden of proof with respect thereto. Each
      Party shall bear the burden of persuasion with respect to its proposal for
      resolution of the matter. The arbitration proceedings and all testimony,
      filings, documents and information relating to or presented during the
      arbitration proceedings shall be deemed to be information subject to the
      confidentiality provisions of this Agreement. The arbitrator shall set he rules
      for document length, response times, and witnesses. The arbitrators will have
      no
      power or authority, pursuant to the rules of the AAA or otherwise, to relieve
      the Parties from their agreement hereunder to arbitrate or otherwise to amend
      or
      disregard any provision of this Agreement, including without limitation the
      provisions of Section
      3.2
      and this
      Section.

     

    (iii) Should
      an
      arbitrator refuse or be unable to proceed with arbitration proceedings as called
      for by this Section, the Arbitrator shall be replaced pursuant to the rules
      of
      the AAA. If an arbitrator is replaced after the arbitration hearing has
      commenced, then a rehearing shall take place in accordance with this Section
      and
      the rules of the AAA. 

     

    (iv) Within
      fifteen (15) days after completion of the arbitration proceedings, the
      Arbitrator will prepare and distribute to the Parties a writing setting forth
      the arbitrator’s reasons for the determination. The findings and conclusions and
      the award, if any, shall be deemed to be confidential information of the
      Parties. Neither Party may disclose such information to any third Party other
      than their professional advisors or as required by law or regulations, except
      in
      connection with an action to enforce the award.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (v) The
      arbitrator is instructed to schedule promptly all discovery and other procedural
      steps and otherwise to assume case management initiative and control to effect
      an efficient and expeditious resolution of the Dispute. The arbitrators are
      authorized to issue monetary sanctions against either Party if, upon a showing
      of good cause, such Party is unreasonably delaying the proceeding.

     

    (vi) Any
      award
      rendered by the arbitrators will be final, conclusive, and binding upon the
      Parties and any judgment thereon may be entered and enforced in any court of
      competent jurisdiction. 

     

    (vii) The
      non-prevailing Party to an arbitration shall pay its own expenses, the fees
      of
      the arbitrator, the administrative fee of the AAA, and the expenses, including
      without limitation, reasonable attorneys’ fees and costs, and expert and witness
      fees and costs, incurred by the other Party to the arbitration. In the case
      of a
      decision which partially favors each Party, expenses shall be paid as determined
      by the arbitrator. In connection with any judicial proceeding to compel
      arbitration pursuant to this Agreement or to confirm, vacate or enforce any
      award rendered by the arbitrator, the prevailing Party in such a proceeding
      shall be entitled to recover reasonable attorney’s fees and expenses incurred in
      connection with such proceedings, in addition to any other relief to which
      it
      may be entitled. 

     

    (e) Injunctive
      Relief.
      Notwithstanding anything to the contrary, no Party to this Agreement shall
      have
      any obligation to arbitrate claims for injunctive relief, as to which any Party
      shall be entitled to seek and obtain relief exclusively from the state or
      federal courts sitting in New York City, New York, and each Party hereby
      irrevocably submits to the jurisdiction of any such court; provided that, any
      and all claims for damages shall remain subject to arbitration.

     

    5.8. Severability.
      If any
      provision of this Agreement or the application of any such provision to any
      Person or circumstance shall be held invalid, illegal or unenforceable in any
      respect by a court of competent jurisdiction, such invalidity, illegality or
      unenforceability shall not affect any other provision hereof and the Parties
      hereto shall negotiate in good faith to modify this Agreement, so as to effect
      the original intent of the Parties as closely as possible in a mutually
      acceptable manner in order that the transactions contemplated hereby may be
      consummated as originally contemplated.

     

    5.9. Waiver.
      Waiver
      of any term or condition of this Agreement by any Party shall be effective
      if in
      a writing signed by the Party against whom such waiver is asserted. Any such
      waiver shall not be construed as a waiver of any subsequent breach or failure
      of
      the same term or condition, or a waiver of any other term of this Agreement.
      No
      failure or delay by any Party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    5.10. Counterparts.
      This
      Agreement may be executed in any number of counterparts, all of which shall
      be
      considered one and the same agreement, and shall become effective when one
      or
      more such counterparts have been signed by each of the Parties to this Agreement
      and delivered to the other Parties, it being understood that all Parties need
      not sign the same counterpart.

     

    5.11. Entire
      Agreement.
      This
      Agreement, including the Collateral Documents, other Exhibits and the other
      documents delivered pursuant hereto and thereto, contains the entire agreement
      and understanding between the Parties hereto with respect to the subject matter
      hereof and supersede all prior and contemporaneous agreements, negotiations,
      correspondence, undertakings and understandings, oral or written, relating
      to
      such subject matter.

     

    5.12. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York applicable to agreements made and to be performed
      entirely within the State of New York, without regard to the conflicts of law
      principles of such state.

     

    5.13. Time
      is of the Essence.
      Time is
      of the essence in the performance of this Agreement.

     

    [the
      balance of this page intentionally left blank – signature
      page
      follows]


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Agreement to be duly executed as of the date first
      written above.

     

    
      	
              AMELIO
                SOLAR, INC.

            
	 
	
              By:
                

            	
              /s/
                Bruce Bower

            
	
              Name:
                Bruce Bower

            
	
              Title:
                Chief Executive Officer

            
	 
	
              RENEWABLE
                ENERGY SOLUTIONS, INC.

            
	 
	
              By:
                

            	
              /s/
                Zoltan Kiss

            
	
              Name:
                Zoltan Kiss

            
	
              Title:
                Director

            
	 
	
              /s/
                Zoltan Kiss

            
	
              ZOLTAN
                KISS

            
	 
	
              SOLAR
                THIN FILMS, INC.

            
	 
	
              By

            	
              /s/
                Robert M. Rubin

            
	
              Name:
                Robert M. Rubin

            
	
              Title:
                Chairman and CFO

            
	 
	
              KRAFT
                ELEKTRONIKAI ZRT

            
	 
	
              By

            	
              /s/
                Robert M. Rubin

            
	
              Name:
                Robert M. Rubin,

            
	
              Title:
                Chairman

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      I 

    


    Stock
      Purchase Agreement

    


    [separate
      document]

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


    Exhibit
      II

    


    Form
      of Amelio Group Release

    


    AMELIO
      GROUP RELEASE

    


    This
      Amelio Group Release (the “Amelio
      Release”)
      is
      entered into as of August __, 2008, by and among AMELIO
      SOLAR, INC.
      (“Amelio”),
      RENEWABLE
      ENERGY SOLUTIONS, INC.,
      (“RESI”),
      ZOLTON
      KISS
      (“Z.
      Kiss”),
      and
      their existing and future direct and indirect Subsidiaries or Affiliates and
      are
      hereinafter sometimes collectively referred to as the “Amelio
      Group”
in
      favor of SOLAR
      THIN FILMS, INC. (“STF”),
      together with its wholly-owned Subsidiaries, KRAFT
      ELEKTRONIKAI ZRT (“Kraft”) and
      SUPERIOR
      VENTURES CORP. (“Superior”)
      and its
      majority-owned Subsidiary, SOLAR
      THIN POWER, INC. (“STP”),
      and
      the Company’s future direct and indirect Subsidiaries or Affiliates and are
      hereinafter sometimes collectively referred to collectively as the “STF
      Group.”
The
      foregoing parties are hereinafter sometimes also referred to collectively as
      the
“Parties”
or
      individually as a “Party”.
      Defined terms used herein but not otherwise defined herein shall have the
      meaning attributed to them in the Master Settlement Agreement (as defined
      below).

    


    RECITALS

    


    WHEREAS,
      the Parties entered into a Master Settlement Agreement, on the same date hereof,
      to resolve all claims and controversies among the Parties; (the “Settlement
      Agreement”);

     

    WHEREAS,
      STF, KRAFT, and AMELIO entered into a Strategic Alliance and Cross License
      Agreement, dated the same date hereof, for the purposes of defining their future
      cooperation and obligations to one another;

     

    WHEREAS,
      the members of the Amelio Group wish to release the members of the STF Group
      from all claims, causes of action, demands, costs, expenses or other
      obligations; 

     

    NOW
      THEREFORE, in consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Amelio Group hereby stipulates and agrees as
      follows:

    


    AGREEMENT

    


    1. Amelio
      Group Release

    


    In
      consideration of the terms and conditions of the Settlement Agreement,
      incorporated herein by reference, and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the
      general release(s) by each member of the Amelio Group to each member of the
      STF
      Group pursuant to which, inter
      alia,
      each
      member of the Amelio Group shall jointly and severally irrevocably release
      each
      member of the STF Group, and all of their respective officers, directors and
      stockholders, from all claims, causes of action, demands, costs, expenses or
      other obligations (collectively, “Claims”)
      that
      any one or more members of the Amelio Group may individually or collectively
      have as of the Closing Date against the STF Group and/or their respective
      officers, directors or stockholders, including, without limitation, all Claims
      under the Existing Contracts, and shall release each member of the STF Group
      and
      their respective officers, directors or stockholders from all such Claims;
      provided,
      however, that
      the
      foregoing shall not be deemed to constitute a release with respect to (a) the
      ongoing obligations of the STF Group under the Settlement Agreement, the
      Exhibits thereto, and the Collateral Documents, and (b) certain rights that
      the
      children of Z. Kiss may have following the Closing Date with respect to their
      ownership of shares of Company Common Stock that such Persons, solely in their
      capacities as stockholders, will retain in the Company following the Closing
      Date.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


    2. Confidentiality

     

    It
      is
      understood by the Parties that this Amelio Release is a requirement under the
      Settlement Agreement . None of the Parties shall, directly or indirectly,
      disclose, cause to be disclosed or permit to be disclosed, the existence or
      contents and terms of this Amelio Release, except as necessary to disclose
      to
      the disclosing Party’s auditors, lawyers and agents, or if disclosure is
      required by law.

    


    3. Enforcement

    


    Nothing
      in this Amelio Release shall prevent any Party from commencing an action to
      enforce the terms, conditions and obligations of the Settlement Agreement.
      

    


    4. Joint
      Drafting

     

    This
      Amelio Release reflects the joint drafting efforts of all Parties hereto and
      any
      ambiguities herein shall not be construed against any Party hereto. 

    


    5. Amendments

    


    This
      Amelio Release may not be amended, revoked or modified, in whole or in part,
      except by a writing executed by all of the Parties.

    


    6. Governing
      Law and Jurisdiction

     

    This
      Amelio Release shall be governed by and interpreted under the laws of the State
      of New York, without giving effect to principles of conflicts of law. The
      Parties agree that any dispute or default arising out of and/or relating in
      any
      manner to the terms or provisions of this Amelio Release may be brought in
      any
      court of competent jurisdiction in the State of New York, and by execution
      and
      delivery of this Amelio Release, each party (i) accepts, generally and
      unconditionally, the jurisdiction of such courts and any related appellate
      court, and irrevocably agrees to be bound by any judgment rendered thereby
      in
      connection with this Amelio Release and (ii) irrevocably waives any objection
      it
      may now or hereafter have as to the venue of any such suit, action or proceeding
      brought in such a court or that such court is an inconvenient forum.


     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    7. Execution

    


    This
      Amelio Release may be executed in any number of counterparts, each of which
      shall be deemed an original, but all of which together shall constitute one
      and
      the same instrument. 

    


    8. Unenforceability

     

    If
      any
      term, provision and/or obligation of this Amelio Release shall be adjudicated
      by
      the Court to be unenforceable in any situation and/or as to any Party, person
      and/or entity, the remaining terms, conditions and obligations shall remain
      enforceable to the maximum extent in all other situations and as to all other
      Parties, persons and/or entitles. 

     

    9. Authorization

     

    The
      Parties hereto represent and acknowledge that the persons signing this Amelio
      Release are fully authorized to enter into this Amelio Release on their
      behalf.

     

    [Remainder
      of page intentionally left blank]


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Parties hereto have caused this Amelio Release to be
      executed as of the date indicated above. 

     

    
      	 	
              AMELIO
                SOLAR, INC. 

            
	 	 	 
	 	
              By:

            	   

	 	 
	 	
              Name: 

              Title:  

            
	 	 
	 	
              RENEWABLE
                ENERGY SOLUTIONS, INC. 

            
	 	 
	 	
              By:

            	   

	 	 	 
	 	
              Name: 

              Title: 

            
	 	 
	 	 	  

	 	
               

            	
              ZOLTAN
                KISS  

            


    

     

    
      
        
        

      

      
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    Exhibit
      III

    


    STF
      Group Release

     

    STF
      GROUP RELEASE

    


    This
      STF
      Group Release (the “STF
      Release”)
      is
      entered into as of August __, 2008, by and among SOLAR
      THIN FILMS, INC. (“STF”),
      together with its wholly-owned Subsidiaries, KRAFT
      ELEKTRONIKAI ZRT (“Kraft”) and
      SUPERIOR
      VENTURES CORP. (“Superior”)
      and its
      majority-owned Subsidiary, SOLAR
      THIN POWER, INC. (“STP”),
      and
      the Company’s future direct and indirect Subsidiaries or Affiliates and are
      hereinafter sometimes collectively referred to collectively as the “STF
      Group”
in
      favor of AMELIO
      SOLAR, INC.
      (“Amelio”),
      RENEWABLE
      ENERGY SOLUTIONS, INC.,
      (“RESI”),
      ZOLTON
      KISS
      (“Z.
      Kiss”),
      and
      their existing and future direct and indirect Subsidiaries or Affiliates and
      are
      hereinafter sometimes collectively referred to as the “Amelio
      Group”.
      The
      foregoing parties are hereinafter sometimes also referred to collectively as
      the
“Parties”
or
      individually as a “Party”.
      Defined terms used herein but not otherwise defined herein shall have the
      meaning attributed to them in the Master Settlement Agreement (as defined
      below).

    


    RECITALS

    


    WHEREAS,
      the Parties entered into a Master Settlement Agreement, on the same date hereof,
      to resolve all claims and controversies among the Parties; (the “Settlement
      Agreement”);

     

    WHEREAS,
      STF, KRAFT, and AMELIO entered into a Strategic Alliance and Cross License
      Agreement, dated the same date hereof, for the purposes of defining their future
      cooperation and obligations to one another;

     

    WHEREAS,
      the members of the STF Group wish to release the members of the Amelio Group
      from all claims, causes of action, demands, costs, expenses or other
      obligations; 

     

    NOW
      THEREFORE, in consideration, the receipt and sufficiency of which are hereby
      acknowledged, the STF Group hereby stipulates and agrees as
      follows:

    


    AGREEMENT

    


    1. STF
      Group Release

    


    In
      consideration of the terms and conditions of the Settlement Agreement,
      incorporated herein by reference, and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the
      general release(s) by each member of the STF Group to each member of the Amelio
      Group pursuant to which, inter
      alia,
      each
      member of the STF Group shall jointly and severally irrevocably release each
      member of the Amelio Group and all of their respective officers, directors
      and
      stockholders, from all claims, causes of action, demands, costs, expenses or
      other obligations (collectively, “Claims”)
      that
      any one or more members of the STF Group may individually or collectively have
      as of the Closing Date against the Amelio Group and/or their respective
      officers, directors or stockholders, including, without limitation, all Claims
      under the Existing Contracts, and shall release each member of the Amelio Group
      and their respective officers, directors or stockholders from all such Claims;
      provided,
      however, that
      the
      foregoing shall not be deemed to constitute a release with respect to the
      ongoing obligations of the Amelio Group under the Settlement Agreement, the
      Exhibits thereto, and the Collateral Documents.

     

    
      
        
        

      

      
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    2. Confidentiality

     

    It
      is
      understood by the Parties that this STF Release is a requirement under the
      Settlement Agreement . None of the Parties shall, directly or indirectly,
      disclose, cause to be disclosed or permit to be disclosed, the existence or
      contents and terms of this STF Release, except as necessary to disclose to
      the
      disclosing Party’s auditors, lawyers and agents, or if disclosure is required by
      law.

    


    3. Enforcement

    


    Nothing
      in this STF Release shall prevent any Party from commencing an action to enforce
      the terms, conditions and obligations of the Settlement Agreement. 

    


    4. Joint
      Drafting

     

    This
      STF
      Release reflects the joint drafting efforts of all Parties hereto and any
      ambiguities herein shall not be construed against any Party hereto. 

    


    5. Amendments

    


    This
      STF
      Release may not be amended, revoked or modified, in whole or in part, except
      by
      a writing executed by all of the Parties.

    


    6. Governing
      Law and Jurisdiction

     

    This
      STF
      Release shall be governed by and interpreted under the laws of the State of
      New
      York, without giving effect to principles of conflicts of law. The Parties
      agree
      that any dispute or default arising out of and/or relating in any manner to
      the
      terms or provisions of this STF Release may be brought in any court of competent
      jurisdiction in the State of New York, and by execution and delivery of this
      STF
      Release, each party (i) accepts, generally and unconditionally, the jurisdiction
      of such courts and any related appellate court, and irrevocably agrees to be
      bound by any judgment rendered thereby in connection with this STF Release
      and
      (ii) irrevocably waives any objection it may now or hereafter have as to the
      venue of any such suit, action or proceeding brought in such a court or that
      such court is an inconvenient forum. 

     

    7. Execution

    


    This
      STF
      Release may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. 

     

    
      
        
        

      

      
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    8. Unenforceability

     

    If
      any
      term, provision and/or obligation of this STF Release shall be adjudicated
      by
      the Court to be unenforceable in any situation and/or as to any Party, person
      and/or entity, the remaining terms, conditions and obligations shall remain
      enforceable to the maximum extent in all other situations and as to all other
      Parties, persons and/or entitles. 

     

    9. Authorization

     

    The
      Parties hereto represent and acknowledge that the persons signing this STF
      Release are fully authorized to enter into this STF Release on their
      behalf.

     

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    IN
      WITNESS WHEREOF, the Parties hereto have caused this Amelio Release to be
      executed as of the date indicated above. 

     

    
      	 	
              SOLAR
                THIN FILMS, INC.

            
	 	 	 
	 	
              By

            	 

	 	 	 
	 	
              Name:
                Robert M. Rubin 

              Title: Chairman
                and CFO  

            
	 	 
	 	
              KRAFT
                ELEKTRONIKAI ZRT 

            
	 	 	 
	 	
              By

            	 

	 	 	 
	 	
              Name:
                Robert M. Rubin, 

              Title: Chairman
                

            
	 	 
	 	
              SUPERIOR
                VENTURES CORP. 

            
	 	 	 
	 	
              By

            	 

	 	 	 
	 	
              Name:
                Robert M. Rubin, 

              Title: Chairman
                

               

            
	 	
              SOLAR
                THIN POWER, INC. 

            
	 	 	 
	 	
              By

            	 

	 	 	 
	
               

            	
              Name:
                Robert M. Rubin, 

              Title: Chairman

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      IV

     

    Strategic
      Alliance and Cross License Agreement